NOTE 7: EQUITY

Share Repurchases

On June 1, 2012, our Board authorized the repurchase, through December 31, 2013, of up to an aggregate of $35.0 million of our outstanding shares of common stock (the "2012 Program"). Repurchases were permitted to be made pursuant to the 2012 Program from time to time at prevailing market prices in the open market, in block trades or in privately negotiated purchases, or any combination thereof. During the year ended December 31, 2013, we purchased 1,768,296 shares of common stock under the 2012 Program for approximately $22.9 million, at an average cost of $12.94 per share. During the year ended December 31, 2012, we purchased 283,980 shares of common stock under the 2012 Program for approximately $3.3 million, at an average cost of $11.62 per share.

On November 6, 2013, our Board approved and authorized the repurchase, on or prior to December 31, 2015, of our outstanding shares of common stock up to an aggregate of $35.0 million (the "2014 Share Repurchase Program"). The 2014 Share Repurchase Program became effective on January 1, 2014, upon the expiration of the 2012 Program. Repurchases may be made pursuant to the 2014 Share Repurchase Program from time to time at prevailing market prices in the open market, in block trades or in privately negotiated purchases, or any combination thereof. We may utilize one or more plans with our brokers or banks for pre-authorized purchases within defined limits pursuant to applicable laws to effect all or a portion of the repurchases. The timing, manner, price and amount of any share repurchases under the 2014 Share Repurchase Program will be determined by the Company in its discretion and will be subject to market and economic conditions, prevailing stock prices, loan covenants, leverage objectives, applicable legal and regulatory requirements, and other factors. There were no repurchases of shares under the 2014 Share Repurchase Program during the year ended December 31, 2014.

We also have a policy that requires shares to be repurchased by us to satisfy employee tax withholding obligations upon the vesting of restricted stock awards or the exercise of stock options. During the years ended December 31, 2014, 2013, and 2012 we repurchased 323,090 shares for $4.0 million, 471,248 shares for $6.5 million, and 217,713 shares for $2.7 million, respectively, to satisfy employee tax withholding obligations upon the vesting of restricted stock awards and the net share settlement of certain stock options exercises. Shares of common stock surrendered to the Company as payment of the exercise price arising from the exercise of stock options are included in "Stock option exercises" in the Consolidated Statements of Changes in Equity.

Dividends

Total dividends declared in 2014 were $13.0 million or $0.36 per share of common stock and total dividends paid in 2014 totaled $12.8 million, or $0.36 per share of common stock. Total dividends declared in 2013 were $12.8 million or $0.36 per share of common stock and total dividends paid in 2013 totaled $12.9 million, or $0.36 per share of common stock. Total dividends declared in 2012 were $13.8 million or $0.385 per share of common stock and total dividends paid in 2012 totaled $12.4 million, or $0.345 per share of common stock. Dividends payable were approximately $3.4 million and $3.1 million at December 31, 2014 and 2013, respectively.

Under our Credit Agreement, our ability to pay dividends and repurchase securities from equity holders is limited by a requirement that such payments are not to exceed, in the aggregate, 50% of net income, as adjusted, on a cumulative basis for all quarterly periods from the closing date of the Credit Facility and ending prior to the date of payment or repurchase. Adjustments to Consolidated Net Income (as defined in the Credit Agreement) include among other items, the exclusion of extraordinary items, cumulative effect of a change in accounting principle, intangible asset amortization and impairment charges, non-cash compensation expense, certain severance amounts incurred prior to December 31, 2014, cumulative effect of foreign currency translations, and gains or losses from discontinued operations. Further, we are unable to declare and pay dividends and repurchase securities from equity holders if our net leverage ratio (as defined in the Credit Agreement) would exceed 4.25 to 1.0.

Accumulated Other Comprehensive Loss, Net

Accumulated other comprehensive loss, net, is displayed as a separate component of Stockholders' equity in the accompanying Consolidated Balance Sheets. The following table presents the changes in the after-tax balances of each component of Accumulated other comprehensive income (loss), net for the years ended December 31, 2014, 2013, and 2012:

	Foreign Currency Translation			Unrealized Loss on Cash Flow Hedges			Accumulated Other Comprehensive Loss
Balance at January 1, 2012	$	(1,987	)		—		$	(1,987	)
Other comprehensive income		555			—			555

Balance at December 31, 2012		(1,432	)		—			(1,432	)
Other comprehensive income		891			—			891

Balance at December 31, 2013		(541	)		—			(541	)
Other comprehensive loss		(2,411	)		(1,410	)		(3,821	)

Balance at December 31, 2014	$	(2,952	)	$	(1,410	)	$	(4,362	)

There were no reclassifications of amounts from Accumulated other comprehensive income (loss) into the Consolidated Statement of Income (Loss) during the years ended December 31, 2014, 2013 and 2012.

Shareholder Rights Agreement and Rights Dividend

On September 18, 2014, we entered into a Rights Agreement (the "Rights Agreement") pursuant to which the Board declared a dividend of one preferred stock purchase right (a "Right") for each outstanding share of common stock of the Company. The dividend was paid on September 29, 2014, to holders of record as of the close of business on that date. The Rights will initially trade with, and will be inseparable from, the common stock. Each Right will allow its holder to receive from the Company one one-thousandth of a preferred share for $40.00 (or, in certain circumstances, alternative consideration which may include cash, property or other securities of the Company), subject to adjustment in accordance with the terms of the Rights Agreement, once the Rights become exercisable. This fraction of a preferred share will give the shareholder approximately the same dividend, voting, and liquidation rights as would one common share.

Subject to certain exceptions, the Rights will separate from the common stock and become exercisable at the earlier to occur of the following dates (or such later date as the Board may determine under certain circumstances): (i) the tenth business day after the date of a public announcement, or public announcement of facts indicating, that a person or group has become a beneficial owner of 10% or more of the Company's outstanding common stock; or (ii) the tenth business day after the date that any person or group commences or announces an intention to commence a tender or exchange offer that, if consummated, would result in that person or group becoming beneficial owner of 10% or more of the Company's outstanding common stock. The Rights will expire on May 15, 2015, unless earlier redeemed or terminated by the Company as provided in the Rights Agreement. The Board may redeem the Rights for $0.001 per Right at any time prior to such time as any person or group triggers the Rights. The Rights have no voting or dividend privileges, and, unless and until they become exercisable, have no dilutive effect on the earnings of the Company.